KavaChart Enterprise License

VISUAL
ENGINEERING, INC. ("VE") IS WILLING TO LICENSE THE SOFTWARE ONLY UPON THE
CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS SOFTWARE LICENSE
AGREEMENT.

SOFTWARE LICENSE AGREEMENT

1. Parties. The parties to this Agreement are you, the licensee
("You") and VE. If You are not acting on behalf of Yourself as an individual,
then "You" means Your company or organization.

2. The Software. The Software licensed under this Agreement consists of
computer programs, data compilation(s), and documentation referred to as
(i) KavaChart ProServe, (ii) KavaChart Enterprise Edition, or (iii) if You
have received the complete source code to the Enterprise Edition, then the
Software shall be referred to as the KavaChart Enterprise Source Code Edition,
(the 'Software').

3. Use License.

3.1 Basic Grant. Subject to the terms and conditions hereof, this
license permits You to install the Software on a single computer for the
purpose of development, testing and to copy and install the Software's server
framework, class files, server objects or portions thereof on one server
('Server License') for purposes of development, testing or deployment. The
server may be the same computer or a different computer from that used for
development purposes. The Software's source code ('Source Code') must be
installed on the same computer as the Software used for development and testing.
Source Code may be compiled into byte code and it may be modified by You
but doing so may limit the extent to which VE can provide technical support.
Source Code is restricted to Your internal use and shall be considered Confidential
Information (as defined below). You may make one copy the Software, including
Source Code, if applicable, for archival purposes, provided that any copy
must contain the original Software's proprietary notices in unaltered form.
You may transfer the Software from a computer or workstation to another computer
or workstation provided that once the transfer is complete You either uninstall
or destroy the Software on the computer from which the transfer is made.

3.2 Permitted Uses; Requirements For Additional Licenses. Subject
to the terms and conditions hereof, You may use the Software to develop,
run and deploy applications that are designed by You to operate in conjunction
with the Software. Under certain conditions, Your use of the Software may
require that You obtain an additional Server License(s) for internal use
and/or an Application Distribution License for commercial distribution, as
more specifically set forth below.

Subject to applicable additional licensing requirements described below, You may:

a. Develop client-side or desktop applications, and deploy these
applications, royalty free and without a Deployment License; provided, however,
such applications are for internal use and deployed solely within Your company
or organization.

b. Develop applications, which execute (run) entirely or in part
on a server, and are for internal use and deployment solely within Your company
or organization. The Software or any portion thereof, including but not
limited to the imaging framework, server objects, servlets, or class files,
that execute on a server when used in conjunction with Your internal use
application, requires a Server License for each and every server on which
the Software executes. By way of illustration with no implied limitation,
a server from which internal use applications are downloaded is not subject
to a server license, however a server used to periodically update client-side
or desktop applications is subject to a server license.

c. Develop and distribute commercial applications only in object code
(bytecode) form (not Source Code), including but not limited to client-side,
desktop, server-side and applet applications. Applications, when distributed
by You or Your agent(s) to third party end-users, are to the extent of such
distribution considered commercial applications and You must purchase a one-time,
fully paid-up, Application Distribution license. An Application Distribution
license is required for each commercial application and includes updates
and upgrades to the same application. However, separately priced upgrades
(enhancements) or new applications are subject to a new Application Distribution
license. By way of illustration without limitation, a server-side application
that is distributed as a commercial product and also used by You internally,
requires both an Application Distribution license for commercial distribution
and a Server License for each server on which the Software executes internally.

d. Develop and/or use the Software's applets (Applets) royalty
free and without the need for any other license, when such Applets are viewed
as part of a browser page, by the public or registered users of Your site,
and accessed from a single domain or collection of domains owned and or controlled
by You; provided, however, no content fees, access fees, syndication fees,
or other fees are charged by you to access pages which include the Applets.
To the extent You do charge a fee, of any kind, for others to access pages,
which include Applets, then such use shall be considered a commercial application
and You must purchase an Application Distribution license.

3.3 Restrictions. You may not: (i) incorporate all or part of
the Software in any toolkit, development kit or other application that attempts
to duplicate or in the opinion of VE substitute for the Software, (ii) incorporate
the Software in an application unless Your application adds significant and
primary functionality to the Software, (iii) expose, document or make public
the Software's Application Programmer's Interface (API), (iv) use, copy,
modify, alter, or transfer, electronically or otherwise, the Software, including
documentation, except as expressly permitted in this Agreement, (v) reverse
engineer, decompile, or disassemble the Software, except to the extent this
restriction is expressly prohibited by applicable law; (vi) remove or obscure
any proprietary rights notices or labels on the Software.

3.4 License Term For Use License. The term of the use license
granted herein for the registered version of the Software shall be perpetual
unless terminated by written notice by You for convenience or terminated
by either party for material breach. Immediately upon termination of this
license for any reason, You shall destroy or return to VE all copies of the
Software, including documentation.

4. Evaluation License. If You have downloaded or otherwise received
an evaluation version of the Software, You are authorized to use the Software,
free of charge, for evaluation purposes during the evaluation period of thirty
(30) days. During the evaluation period, You may copy the Software for archival
purposes, provided that any copy must contain the original Software's proprietary
notices in unaltered form. At the end of the evaluation period You must either
purchase a license(s) to use the Software or remove and destroy or return
the Software to VE. Your use of the Software for any purpose after the expiration
of the evaluation period is not authorized. The evaluation copy of the Software
is subject to the terms and conditions of this Agreement except that the
Software is provided to You 'AS IS' with no support, warranty, or other obligation
to You.

5. Purchase of Additional Licenses. Registered users of the Software
may purchase license rights for additional authorized use of the Software
in accordance with VE's then-current pricing schedule. Such additional licenses
shall be governed by the terms and conditions hereof. You agree that, absent
VE's express written acceptance thereof, the terms and conditions contained
in any purchase order or other document issued by You to VE for the purchase
of additional licenses, shall not be binding on VE to the extent that such
terms and conditions are additional to or inconsistent with those contained
in this Agreement.

6. Confidential Information. You acknowledge that the Software and
Source Code embodies valuable trade secrets and confidential information
proprietary to VE ('Confidential Information'). As the recipient of Confidential
Information, You agree to the following provisions:

a. You will not use Confidential Information for any purpose other than as set forth in this Agreement,

b. You will use the same degree of care You use to protect Your
own confidential information but in no event less than reasonable care to
prevent unauthorized use, dissemination or publication of confidential information,

c. You may disclose Confidential Information to employees, contractors
or agents provided they have executed and delivered to You an agreement containing
terms and conditions substantially similar to those stated herein, You agree
to promptly notify VE of any unauthorized disclosure of Confidential Information.

d. This Agreement imposes no obligation on You regarding Confidential
Information which (i) was in Your possession, or known by You without an
obligation to maintain confidentially prior to Your receipt of Confidential
Information, (ii) is or becomes generally known to the public without violation
of this Agreement, (iii) is obtained by You from a third party, without an
obligation to keep such information confidential, or (iv) is independently
developed by You without use of the Confidential Information.

e. Disclosure of Confidential Information will not be prohibited,
if You give VE prior notice and such disclosure is: (i) compelled pursuant
to a legal, judicial, or administrative proceeding, or (ii) otherwise required
by law.

7. Support and Updates. For a period of thirty (30) days from the
date of purchase, You shall have access to technical support and updates
to the Software free of charge. After such period VE shall not provide support
and/or Software updates unless You have purchased an annual Support and Update
Subscription in accordance with VE's then-current pricing schedule. VE reserves
the right to modify and/or enhance the Software and/or documentation without
obligation to notify You of such changes.

a. Error Corrections: VE shall exercise commercially reasonable
efforts to correct significant errors reported by You in the current unmodified
release of the Software. in accordance with the following priority levels
reasonably assigned to such error by VE. If a reported error has caused the
Software to be inoperable or if Your notice to VE states that the reported
error is substantial and material with respect to Your use of the Software,
and VE can reproduce such error and/or in VE's reasonable judgment concurs
with Your assessment, VE shall use its best commercial efforts to correct
such error or to provide expeditiously a software patch or bypass around
such error.

b. Updates and Enhancements: On an if-and-when-available basis,
VE shall provide You with access to updates, upgrades, and new releases of
the Software, which are not designated by VE as new software products for
which it charges a separate fee. Software, including documentation, provided
to You as an update is subject to the terms and conditions of this Agreement.
You may not update more copies of the Software than You have purchased annual
Support and Update Subscriptions.

8. Ownership. VE and its suppliers own the Software and all intellectual
property rights embodied therein, including copyrights and valuable trade
secrets embodied in the Software's design and coding methodology. The Software
is protected by United States copyright laws and international treaty provisions.
This Agreement provides You only a limited use license, and no ownership
of any intellectual property.

9. Limited Warranty; Limitation of Liability. VE warrants only
to You that the Software shall perform substantially in accordance with accompanying
documentation under normal use for a period of thirty (30) days from the
purchase date. The entire and exclusive liability and remedy for breach
of this Limited Warranty shall be, at VE's option, either (i) return of the
license fees paid for the Software, or (ii) replacement of defective Software
and/or documentation provided the Software and/or documentation is returned
to VE or destroyed. EXCEPT FOR THE LIMITED EXPRESS WARRANTY PROVIDED ABOVE,
NEITHER VE NOR ANY OF ITS SUPPLIERS OR RESELLERS MAKES ANY WARRANTY OF ANY
KIND, EXPRESS OR IMPLIED, AND VE AND ITS SUPPLIERS SPECIFICALLY DISCLAIM
THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY. THERE IS
NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED,
ERROR-FREE, OR THAT THE SOFTWARE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE,
QUALITY, ACCURACY, PURPOSE, OR NEED. YOU ASSUME THE ENTIRE RISK OF SELECTION,
INSTALLATION, AND USE OF THE SOFTWARE. THIS DISCLAIMER OF WARRANTY CONSTITUTES
AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED
HEREUNDER EXCEPT UNDER THIS DISCLAIMER. No action for the above Limited
Warranty may be commenced after one (1) year following the expiration date
of the warranty.

10. Local Law. If implied warranties may not be disclaimed under
applicable law, then ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE
PERIOD REQUIRED BY APPLICABLE LAW. Some states do not allow limitations
on how long an implied warranty may last, so the above limitations may not
apply to You. This warranty gives You specific rights, and You may have
other rights which vary from jurisdiction to jurisdiction.

11. Limitation of Liability. INDEPENDENT OF THE FORGOING PROVISIONS,
IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT,
CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL VE OR ANY OF ITS SUPPLIERS
BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES
FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER MALFUNCTION, OR ANY OTHER KIND
OF COMMERCIAL DAMAGE, EVEN IF VE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. THIS LIMITATION SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL
INJURY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IN NO EVENT SHALL VE'S
LIABILITY FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF
THE FORM OF ACTION, EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID FOR THE
SOFTWARE LICENSE.

12. Export Controls. You agree to comply with all export laws and
restrictions and regulations of the United States or foreign agencies or
authorities, and not to export or re-export the Software or any direct product
thereof in violation of any such restrictions, laws or regulations, or without
all necessary approvals. As applicable, each party shall obtain and bear
all expenses relating to any necessary licenses and/or exemptions with respect
to its own export of the Software from the U.S. Neither the Software nor
the underlying information or technology may be electronically transmitted
or otherwise exported or re-exported (i) into Cuba, Iran, Iraq, Libya, North
Korea, Sudan, Syria or any other country subject to U.S. trade sanctions
covering the Software, to individuals or entities controlled by such countries,
or to nationals or residents of such countries other than nationals who are
lawfully admitted permanent residents of countries not subject to such sanctions;
or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated
Nationals and Blocked Persons or the U.S. Commerce Department's Table of
Denial Orders. By downloading or using the Software, You agree to the foregoing
and represent and warrant that You comply with these conditions.

13. U.S. Government End-Users. The Software is a "commercial item,"
as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial
computer software" and "commercial computer software documentation," as such
terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R.
12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S.
Government End Users acquire the Software with only those rights set forth
herein.

14. Licensee Outside The U.S. If You are located outside the U.S.,
then the following provisions shall apply: (i) Les parties aux presentes
confirment leur volonte que cette convention de meme que tous les documents
y compris tout avis qui siy rattache, soient rediges en langue anglaise (translation:
"The parties confirm that this Agreement and all related documentation is
and will be in the English language."); and (ii) You are responsible for
complying with any local laws in Your jurisdiction which might impact Your
right to import, export or use the Software, and You represent that You have
complied with any regulations or registration procedures required by applicable
law to make this license enforceable.

15. Assignment. You may not assign the Software or any rights under
this Agreement without the prior written consent of VE, which consent shall
not be unreasonably withheld. A condition to any transfer or assignment
shall be that the recipient agrees to the terms of this Agreement. Any attempted
transfer or assignment in violation of this provision shall be null and void.

16. Severability. If any provision of this Agreement is declared
invalid or unenforceable, such provision shall be deemed modified to the
extent necessary and possible to render it valid and enforceable. In any
event, the unenforceability or invalidity of any provision shall not affect
any other provision of this Agreement, and this Agreement shall continue
in full force and effect, and be construed and enforced, as if such provision
had not been included, or had been modified as above provided, as the case
may be.

17. Arbitration. Except for actions to protect intellectual property
rights and to enforce an arbitrator's decision hereunder, all disputes, controversies,
or claims arising out of or relating to this Agreement or a breach thereof
shall be submitted to and finally resolved by arbitration under the rules
of the American Arbitration Association (.AAA.) then in effect. There shall
be one arbitrator, and such arbitrator shall be chosen by mutual agreement
of the parties in accordance with AAA rules. The arbitration shall take
place in San Jose, California, and may be conducted by telephone or online.
The arbitrator shall apply the laws of the State of California, USA to all
issues in dispute. The controversy or claim shall be arbitrated on an individual
basis, and shall not be consolidated in any arbitration with any claim or
controversy of any other party. The findings of the arbitrator shall be
final and binding on the parties, and may be entered in any court of competent
jurisdiction for enforcement. Enforcement of any award or judgment shall
be governed by the United Nations Convention on the Recognition and Enforcement
of Foreign Arbitral Awards. Should either party file an action contrary
to this provision, the other party may recover attorney's fees and costs
up to $1000.00.

18. Jurisdiction And Venue. The courts of Santa Clara County in
the State of California, USA and the nearest U.S. District Court shall be
the exclusive jurisdiction and venue for all legal proceedings that are not
arbitrated under this Agreement.

19. Force Majeure. Neither party shall be liable for damages for
any delay or failure of delivery arising out of causes beyond their reasonable
control and without their fault or negligence, including, but not limited
to, Acts of God, acts of civil or military authority, fires, riots, wars,
embargoes, Internet disruptions, hacker attacks, or communications failures.
Notwithstanding anything to the contrary contained herein, if either party
is unable to perform hereunder for a period of thirty (30) consecutive days,
then the other party may terminate this Agreement immediately without liability
by ten (10) days written notice to the other.

20. Miscellaneous. This Agreement constitutes the entire understanding
of the parties with respect to the subject matter of this Agreement and merges
all prior communications, representations, and agreements. This Agreement
may be modified only by a written agreement signed by the parties. If any
provision of this Agreement is held to be unenforceable for any reason, such
provision shall be reformed only to the extent necessary to make it enforceable.
This Agreement shall be construed under the laws of the State of California,
USA, excluding rules regarding conflicts of law. The application the United
Nations Convention of Contracts for the International Sale of Goods is expressly
excluded. This license is written in English, and English is its controlling
language.